0001104659-22-011934.txt : 20220204 0001104659-22-011934.hdr.sgml : 20220204 20220204152823 ACCESSION NUMBER: 0001104659-22-011934 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220204 DATE AS OF CHANGE: 20220204 GROUP MEMBERS: COG OPERATING LLC GROUP MEMBERS: CONCHO RESOURCES INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aris Water Solutions, Inc. CENTRAL INDEX KEY: 0001865187 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92975 FILM NUMBER: 22592895 BUSINESS ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (281) 501-3070 MAIL ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: Solaris Water, Inc. DATE OF NAME CHANGE: 20210601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONOCOPHILLIPS CENTRAL INDEX KEY: 0001163165 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 010562944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 925 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-293-1000 MAIL ADDRESS: STREET 1: SHIPPING & RECEIVING CENTER STREET 2: 16930 PARK ROW DR. CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: CORVETTEPORSCHE CORP DATE OF NAME CHANGE: 20011204 SC 13G 1 tm224688d1_sc13g.htm SC 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

 

 

Aris Water Solutions, Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

04041L106

(CUSIP Number)

 

December 31, 2021

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

Schedule 13G

CUSIP No. 04041L106 Page 2 of 9

 

1

name of reporting person

 

ConocoPhillips

2

check the appropriate box if a member of a group

(a)      ¨

(b)     x

3

sec use only

 

4

citizenship or place of organization

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

sole voting power

 

0

6

shared voting power

 

12,873,151 (1)(2)

7

sole dispositive power

 

0

8

shared dispositive power

 

12,873,151 (1)(2)

9

aggregate amount beneficially owned by each reporting person

 

12,873,151 (1)(2)

10

check box if the aggregate amount in row (9) excludes certain shares

 

¨

11

percent of class represented by amount in row (9) 

 

38.8% (3)

12

type of reporting person

 

CO

 

(1)Represents shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”) of Aris Water Solutions, Inc. (the “Issuer”) issuable to COG Operating LLC (“COG Operating”) upon the redemption of an equal number of units in Solaris Midstream Holdings, LLC (“Solaris LLC Units”) (together with a corresponding number of shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”) of the Issuer). Subject to certain limitations and exceptions described in the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC (“Solaris LLC”), of which the Issuer is the manager member (the “Solaris LLC Agreement”), the Solaris LLC Units (together with a corresponding number of Class B Common Stock) are redeemable from time to time for shares of Class A Common Stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).

 

(2)12,873,151 shares of Class B Common Stock and 12,873,151 Solaris LLC Units are held of record by COG Operating. COG Operating is a wholly owned subsidiary of Concho Resources Inc. and Concho Resources Inc. is a wholly owned subsidiary of ConocoPhillips, and as such, the Reporting Person may be deemed to be a beneficial owner of all of the securities reported herein.

 

(3)The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 12,873,151 Solaris LLC Units that may be deemed to be beneficially owned by the Reporting Person which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common Stock).

 

 

 

 

Schedule 13G

CUSIP No. 04041L106 Page 3 of 9

 

1

name of reporting person

 

Concho Resources Inc.

2

check the appropriate box if a member of a group

(a)      ¨

(b)     x

3

sec use only

 

4

citizenship or place of organization

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

sole voting power 

 

0

6

shared voting power

 

12,873,151 (1)(2)

7

sole dispositive power

 

0

8

shared dispositive power

 

12,873,151 (1)(2)

9

aggregate amount beneficially owned by each reporting person

 

12,873,151 (1)(2)

10

check box if the aggregate amount in row (9) excludes certain shares

 

¨ 
11

percent of class represented by amount in row (9)

 

38.8% (3)

12

type of reporting person

 

CO

     

(1)Represents shares of Class A Common Stock issuable to COG Operating upon the redemption of an equal number of Solaris LLC Units (together with a corresponding number of shares of Class B Common Stock). Subject to certain limitations and exceptions described in the Solaris LLC Agreement, of which the Issuer is the manager member, the Solaris LLC Units (together with a corresponding number of Class B Common Stock) are redeemable from time to time for shares of Class A Common Stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).

 

(2)12,873,151 shares of Class B Common Stock and 12,873,151 Solaris LLC Units are held of record by COG Operating. COG Operating is a wholly owned subsidiary of Concho Resources Inc. and Concho Resources Inc. is a wholly owned subsidiary of ConocoPhillips, and as such, the Reporting Person may be deemed to be a beneficial owner of all of the securities reported herein.

 

(3)The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 20,297,500 shares of the Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 12,873,151 Solaris LLC Units that may be deemed to be beneficially owned by the Reporting Person which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common Stock).

 

 

 

 

Schedule 13G

CUSIP No. 04041L106 Page 4 of 9

 

1

name of reporting person

 

COG Operating LLC

2

check the appropriate box if a member of a group

(a)      ¨

(b)     x

3

sec use only

 

4

citizenship or place of organization

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5

sole voting power

 

0

6

shared voting power

 

12,873,151 (1)(2)

7

sole dispositive power

 

0

8

shared dispositive power

 

12,873,151 (1)(2)

9

aggregate amount beneficially owned by each reporting person

 

12,873,151 (1)(2)

10

check box if the aggregate amount in row (9) excludes certain shares

 

¨

11

percent of class represented by amount in row (9)

 

38.8% (3)

12

type of reporting person

 

OO

 

(1)Represents shares of Class A Common Stock issuable to COG Operating upon the redemption of an equal number of Solaris LLC Units (together with a corresponding number of shares of Class B Common Stock). Subject to certain limitations and exceptions described in the Solaris LLC Agreement, of which the Issuer is the manager member, the Solaris LLC Units (together with a corresponding number of Class B Common Stock) are redeemable from time to time for shares of Class A Common Stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).

 

(2)12,873,151 shares of Class B Common Stock and 12,873,151 Solaris LLC Units are held of record by COG Operating. COG Operating is a wholly owned subsidiary of Concho Resources Inc. and Concho Resources Inc. is a wholly owned subsidiary of ConocoPhillips.

 

(3)The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 12,873,151 Solaris LLC Units beneficially owned by the Reporting Person that, together with an equal number of shares of the Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common Stock).

 

 

 

 

Schedule 13G

CUSIP No. 04041L106 Page 5 of 9

 

Item 1(a).Name of Issuer

 

Aris Water Solutions, Inc. (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices

 

9811 Katy Freeway, Suite 700, Houston, Texas 77024

 

Item 2(a).Name of Person Filing

 

This Schedule 13G is being filed jointly by each of the following Reporting Persons:

 

(i)ConocoPhillips, a Delaware corporation (“ConocoPhillips”);

 

(ii)Concho Resources, Inc., a Delaware corporation (“Concho Resources”); and

 

(iii)COG Operating LLC, a Delaware limited liability company (“COG Operating”).

 

ConocoPhillips, Concho Resources and COG Operating are referred to collectively as the “Reporting Persons”.

 

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1.

 

Item 2(b). Address of Principal Business Office or, if None, Residence

 

The address of the principal business and principal office of ConocoPhillips is 925 N. Eldridge Parkway, Houston, Texas 77079. The address of the principal business and principal office of COG Operating and Concho Resources is One Concho Center, 600 W. Illinois Avenue, Midland, Texas 79701.

 

Item 2(c). Citizenship

 

ConocoPhillips is a Delaware corporation.

 

Concho Resources is a Delaware corporation.

 

COG Operating is a Delaware limited liability company.

 

Item 2(d).Title of Class of Securities

 

Class A Common Stock, par value $0.01 per share

 

Item 2(e). CUSIP Number

 

04041L106

 

 

 

 

Schedule 13G

CUSIP No. 04041L106 Page 6 of 9

 

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

(h)¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)¨ A group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

Item 4.Ownership

 

(a)– (c)

 

The responses of the Reporting Persons in Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.

 

Pursuant to Rule 13d-4 of the Act, unless otherwise noted herein, neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Class A Common Stock or other securities referred to herein for the purposes of Section 13(d) and 13(g) of the Act and the rules thereunder, or for any other purpose, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person other than the holders of record of the securities.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

See Item 2(a).

 

 

 

 

Schedule 13G

CUSIP No. 04041L106 Page 7 of 9

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.Certifications.

 

Not Applicable. This Statement on Schedule 13G is not filed pursuant to Rule 13(d)-1(b) or Rule 13d-1(c).

 

 

 

 

Schedule 13G

CUSIP No. 04041L106 Page 8 of 9

 

Signature

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. We also agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

 

Dated: February 4, 2022

 

  ConocoPhillips  
   
  By: /s/ Andrew M. O’Brien
    Name: Andrew M. O’Brien
    Title: Vice President and Treasurer

 

  Concho Resources Inc.
   
  By: /s/ Andrew M. O’Brien
    Name: Andrew M. O’Brien
    Title: Vice President and Treasurer

 

  COG Operating LLC
   
  By: /s/ Andrew M. O’Brien
    Name: Andrew M. O’Brien
    Title: Vice President and Treasurer

 

 

 

 

Schedule 13G

CUSIP No. 04041L106 Page 9 of 9

 

Exhibit

Name

99.1 Joint Filing Agreement among the Reporting Persons, dated as of February 4, 2022

 

 

 

EX-99.1 2 tm224688d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent it knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

 

Dated: February 4, 2022

  

  ConocoPhillips
   
  By: /s/ Andrew M. O’Brien
    Name: Andrew M. O’Brien
    Title: Vice President and Treasurer

  

  Concho Resources Inc.
   
  By: /s/ Andrew M. O’Brien
    Name: Andrew M. O’Brien
    Title: Vice President and Treasurer

  

  COG Operating LLC
   
  By: /s/ Andrew M. O’Brien
    Name: Andrew M. O’Brien
    Title: Vice President and Treasurer